Statement of Changes in Beneficial Ownership (4)
April 20 2020 - 8:42AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Fundamental Global Investors, LLC |
2. Issuer Name and Ticker or Trading Symbol
1347 Property Insurance Holdings, Inc.
[
PIH
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
4201 CONGRESS STREET, SUITE 140, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/17/2020 |
(Street)
CHARLOTTE, NC 28209
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $0.001 par value | 4/17/2020 | | P | | 23400 | A | $4.7807 (7) | 571068 (1)(2)(5) | I | Fundamental Global Partners Master Fund, LP |
Common Stock, $0.001 par value | | | | | | | | 788199 (1)(2)(5) | I | Fundamental Activist Fund I, LP |
Common Stock, $0.001 par value | | | | | | | | 477282 (1)(2)(3)(5) | I | FGI 1347 Holdings, LP |
Common Stock, $0.001 par value | | | | | | | | 5296 (1)(2)(5) | I | FGI Global Asset Allocation Fund, Ltd. |
Common Stock, $0.001 par value | | | | | | | | 4532 (1)(2)(5) | I | FGI Global Asset Allocation Master Fund, LP |
Common Stock, $0.001 par value | | | | | | | | 1038409 (1)(2)(5) | I | Ballantyne Strong, Inc. |
8.00% Cumulative Preferred Stock, Series A, $25.00 par value | | | | | | | | 34620 (4)(5) | I | Fundamental Global Partners Master Fund, LP |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Call Option (Right to Buy) | $6 | | | | | | | 4/16/2020 | 4/16/2022 | Common Stock | 50000 | | 50000 (6) | I | Fundamental Global Partners Master Fund, LP |
Call Option (Right to Buy) | $6 | | | | | | | 4/16/2020 | 4/16/2022 | Common Stock | 50000 | | 50000 (6) | I | Fundamental Activist Fund I, LP |
Explanation of Responses: |
(1) | The Reporting Persons beneficially own in the aggregate 2,984,786 shares of Common Stock (including 100,000 shares that may be acquired pursuant to a call option), which represent approximately 49.2% of the Company's outstanding shares of Common Stock. Fundamental Global Investors, LLC may be deemed to be a beneficial owner of the shares of Common Stock that are directly owned by Fundamental Global Partners Master Fund, LP ("FGPM"), FGI Global Asset Allocation Fund, Ltd. ("FGAA"), FGI Global Asset Allocation Master Fund, LP ("FGGM"), Fundamental Activist Fund I, LP ("FAFI"), FGI 1347 Holdings, LP ("FGIH") and Ballantyne Strong, Inc. ("BTN"). |
(2) | In addition, CWA, of which 50% is owned by Fundamental Global Investors, LLC, holds 64,710 shares of Common Stock for the accounts of individual investors (excluding shares held in CWA accounts for other Reporting Persons, which are separately reported on this form), which represent approximately 1.1% of the Company's outstanding shares of Common Stock. Messrs. Cerminara and Johnson also each hold 7,141 shares of Common Stock and restricted stock units representing the right to receive 16,294 shares of Common Stock upon vesting. In addition, Mr. Moglia holds 16,216 shares of Common Stock through trusts. |
(3) | BK Technologies Corporation ("BKTI") is the sole limited partner of FGIH. Mr. Cerminara is Chairman of the Board of Directors of BKTI and Mr. Johnson is Co-Chairman of the Board of Directors of BKTI. |
(4) | The Reporting Persons beneficially own in the aggregate 34,620 shares of Preferred Stock, which represent approximately 4.9% of the outstanding shares of Preferred Stock. Fundamental Global Investors, LLC may be deemed to be a beneficial owner of the shares of Preferred Stock that are directly owned by FGPM. In addition, for the accounts of individual investors, CWA, of which 50% is owned by Fundamental Global Investors, LLC, also holds 33,519 shares of Preferred Stock, including 44 shares of Preferred Stock held by Mr. Cerminara in a joint account with his spouse. |
(5) | Due to their positions with Fundamental Global Investors, LLC and affiliated entities, Messrs. Cerminara, Lewis M. Johnson and Joseph H. Moglia may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by FGPM, FGAA, FGGM, FAFI and FGIH and the shares of Preferred Stock disclosed as directly owned by FGPM. Due to their positions with BTN, Fundamental Global Investors, LLC and affiliated entities, Messrs. Cerminara and Johnson may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by BTN. Each Reporting Person disclaims beneficial ownership of the shares referred to herein except to the extent of his or its pecuniary interest therein. |
(6) | Represents a call option to purchase shares of Common Stock, for a purchase price of $6.00 per share. The shares subject to the call option may be acquired at any time during the two-year period beginning on April 16, 2020, ending at 5:00 p.m. Eastern time on April 16, 2022. |
(7) | The price reported represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.745 and $4.80 per share. The Reporting Persons undertake to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Fundamental Global Investors, LLC 4201 CONGRESS STREET, SUITE 140 CHARLOTTE, NC 28209 | X | X |
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BALLANTYNE STRONG, INC. 4201 CONGRESS STREET, SUITE 175 CHARLOTTE, NC 28209 |
| X |
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BK Technologies Corp 7100 TECHNOLOGY DRIVE WEST MELBOURNE,, FL 32904 |
| X |
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Cerminara Kyle C/O FUNDAMENTAL GLOBAL INVESTORS, LLC 4201 CONGRESS STREET, SUITE 140 CHARLOTTE, NC 28209 | X | X |
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Johnson Lewis M C/O FUNDAMENTAL GLOBAL INVESTORS, LLC 4201 CONGRESS STREET, SUITE 140 CHARLOTTE, NC 28209 | X | X |
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MOGLIA JOSEPH H C/O FUNDAMENTAL GLOBAL INVESTORS, LLC 4201 CONGRESS STREET, SUITE 140 CHARLOTTE, NC 28209 |
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| Group Member |
Signatures
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FUNDAMENTAL GLOBAL INVESTORS, LLC /s/ D. Kyle Cerminara, Chief Executive Officer, Partner and Manager | | 4/20/2020 |
**Signature of Reporting Person | Date |
BALLANTYNE STRONG, INC. /s/ Mark D. Roberson, Chief Executive Officer | | 4/20/2020 |
**Signature of Reporting Person | Date |
BK TECHNOLOGIES CORPORATION /s/ William P. Kelly, Executive Vice President and Chief Financial Officer | | 4/20/2020 |
**Signature of Reporting Person | Date |
/s/ D. Kyle Cerminara | | 4/20/2020 |
**Signature of Reporting Person | Date |
/s/ Lewis M. Johnson | | 4/20/2020 |
**Signature of Reporting Person | Date |
/s/ Joseph H. Moglia | | 4/20/2020 |
**Signature of Reporting Person | Date |
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